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Raising Capital in the Global Markets - London  London is the leading global financial center (source: The Global Financial Centers Index, Sept. 2012)  Ahead of New York and the rest of the world  The London Stock Exchange is the most successful international stock market

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London Stock Exchange  As of September 2012: □ 2218 companies listed in London □ 541 are overseas companies from around 70 countries  Divided into: □ The main market - premium and standard segments □ AIM □ The Professional Securities Market □ The Specialist Funds Market

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Raising Capital in the Global Markets - Warsaw  The Polish Capital Market is one of the most vibrant in Europe.  Warsaw Stock Exchange (WSE) is one of the most active and fastest growing stock markets in the region.  Polish banks still finance business projects unlike their founders in various euro countries.  There is an abundance of private equity funds in Warsaw seeking investments.

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JOBS Act  JOBS Act signed into law in early April 2012  Designed to encourage smaller companies to go public through a phase-in of disclosure requirements  Creates a new category of issuer: “Emerging Growth Companies” □ Total annual revenue of less than $1 billion □ Remains an EGC until:  The last day of the fiscal year in which the issuer had $1 billion or more in annual revenues;  The last day of the fiscal year following the 5 th anniversary of IPO;  The date on which the issuer has, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or  The date when the issuer is deemed to be a “large accelerated filer” under SEC rules.

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JOBS Act, cont’d  EGCs have easier access to U.S. public markets □ Reduced disclosure requirements and confidential filings in connection with IPOs, including:  Only two years of audited financials  Exemption from Say-on-Pay advisory votes  Delay in compliance with auditor attestation on internal controls and other related concessions □ Ability to “test the waters” by engaging in oral or written communications with potential investors that are QIBs or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering

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JOBS Act, cont’d  JOBS Act provides greater flexibility in private offerings □ SEC has proposed rules to remove the prohibition against general solicitation and general advertising in offerings pursuant to Rule 506 under Regulation D, provided that the issuer verifies all of the purchasers of securities are accredited investors. □ In addition, general solicitation and general advertising would not be prohibited in secondary sales under Rule 144A so long as only QIBs are purchasers in the offering. □ Final rules are expected to be adopted prior to 12/31/12

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JOBS Act, cont’d  Practical Impact and Market Trends □ EGCs have taken advantage of the ability to file for an IPO on a confidential basis and resolve all SEC comments before public marketing commences  Issuer has ability to “pull” or withdraw the filing without the public ever knowing an IPO was contemplated □ Current market trend is to “pre-sell” the IPO to ensure its success  EGC can “test the waters” prior to public launch  Success of transaction heightened despite volatile markets